By accessing or using the It Works! website located at [www.itworks.com] (the
“Site”), the It Works! services or products, or any applications (including
mobile applications) made available by It Works! (together, the
"Service"), however accessed, you agree to be bound by these terms of
use ("Terms of Use"). The Service is owned or controlled by It Works Marketing,
Inc.
("It Works!"). These Terms of Use affect your legal rights and
obligations. If you do not agree to be bound by all of the terms and conditions
included in these Terms of Use, do not access or use the Service.

In order to participate in the interactive
portions of the Service, you must first register with us through our on-line
registration process, as described in Section 5 below. As part of the
registration process you will be required to affirmatively accept these Terms
of Use. There may be times when we offer a special promotion or feature that
has its own terms and conditions that apply in addition to these Terms of Use.
In those cases, the terms specific to the special promotion or feature will be
provided at the time you elect to participate in or use the special promotion
or feature and those terms will control with regard to that special promotion
or feature to the extent there is a conflict with these Terms of Use.

Notice Regarding Dispute Resolution: These
Terms of Use contain provisions that govern how claims you and we may have
against each other are resolved (see Section 2 below), including an agreement
and obligation to arbitrate disputes, which will, subject to limited
exceptions, require you to submit claims you have against us to binding
arbitration, unless you opt-out in accordance with Section 2(e). Unless you
opt-out of arbitration: (a) you will only be permitted to pursue claims against
us on an individual basis, not as part of any class or representative action or
proceeding and (b) you will only be permitted to seek relief (including
monetary, injunctive, and declaratory relief) on an individual basis.

1.Updates to these Terms of Use. We may modify these
Terms of Use from time to time. We will notify you of material changes to these
Terms of Use by posting the amended terms on the Service at least thirty (30)
days before the effective date of the changes. If you do not agree with the
proposed changes, you should discontinue your use of the Service prior to the
time the new Terms of Use take effect. If you continue using the Service after
the new terms take effect, you will be bound by the modified Terms of Use.

2.Legal Disputes and Arbitration Agreement

PLEASE READ THIS FOLLOWING CLAUSE CAREFULLY – IT MAY SIGNIFICANTLY
AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND HAVE A JURY
TRIAL.

a.Initial Dispute Resolution. We are
available by email at Privacy@itworksglobal.com to address any concerns you may
have regarding your use of the Service. Most concerns may be quickly resolved
in this manner. Each of you and It Works! agree to use best efforts to settle
any dispute, claim, question, or disagreement directly through consultation and
good faith negotiations which shall be a precondition to either party
initiating a lawsuit or arbitration.

b.AGREEMENT TO BINDING ARBITRATION. IF WE
DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS FROM
THE TIME INFORMAL DISPUTE RESOLUTION IS PURSUED PURSUANT TO SECTION 2(A) ABOVE,
THEN EITHER PARTY MAY INITIATE BINDING ARBITRATION. ALL CLAIMS ARISING OUT OF
OR RELATING TO THESE TERMS OF USE (INCLUDING ITS FORMATION, PERFORMANCE AND
BREACH), THE PARTIES’ RELATIONSHIP WITH EACH OTHER AND/OR YOUR USE OF THE
SERVICE SHALL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED ON A
CONFIDENTIAL BASIS BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH
THE PROVISIONS OF THE CONSUMER ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION (THE “AAA”), EXCLUDING ANY RULES OR PROCEDURES GOVERNING OR
PERMITTING CLASS ACTIONS. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE OR LOCAL
COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES ARISING
OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR
FORMATION OF THESE TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM THAT
ALL OR ANY PART OF THESE TERMS OF USE IS VOID OR VOIDABLE. THE ARBITRATOR
SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER
LAW OR IN EQUITY. THE ARBITRATOR’S AWARD SHALL BE BINDING ON THE PARTIES AND
MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THE
INTERPRETATION AND ENFORCEMENT OF THESE TERMS OF USE SHALL BE SUBJECT TO THE
FEDERAL ARBITRATION ACT.

THE PARTIES
UNDERSTAND THAT, IN LIGHT OF THIS MANDATORY PROVISION, THEY ARE WAIVING THEIR
RIGHTS TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN
SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION
AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.

THE AAA’S
RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR BY CALLING
THE AAA AT 1.800.778.7879. TO THE EXTENT THE FILING FEE FOR THE ARBITRATION
EXCEEDS THE COST OF FILING A LAWSUIT, WE WILL PAY THE ADDITIONAL COST. IF WE
ARE REQUIRED TO PAY THE ADDITIONAL COST OF THE FILING FEES, YOU SHOULD SUBMIT A
REQUEST FOR PAYMENT OF FEES TO AAA ALONG WITH YOUR FORM FOR INITIATING THE
ARBITRATION, AND WE WILL MAKE ARRANGEMENTS TO PAY ALL NECESSARY FEES DIRECTLY
TO AAA. THE ARBITRATION RULES ALSO PERMIT YOU TO RECOVER ATTORNEY’S FEES IN
CERTAIN CIRCUMSTANCES.

c.CLASS ACTION AND CLASS ARBITRATION WAIVER.
YOU AND IT WORKS! EACH FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN
YOUR RESPECTIVE INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER
REPRESENTATIVE ACTION, AND YOU AND IT WORKS! EACH EXPRESSLY WAIVE YOUR
RESPECTIVE RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. IF
ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN
THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION
CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION SET FORTH ABOVE IN
SECTION 2(B) SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES
SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.

d.Exception - Small Claims Court Claims.
Notwithstanding the parties’ agreement to resolve all disputes through
arbitration, either party may seek relief in a small claims court for disputes
or claims within the scope of that court’s jurisdiction.

e.30 Day Right to Opt Out. You have the
right to opt-out and not be bound by the arbitration and class action waiver
provisions set forth in Sections 2(b), 2(c), and 2(d) by sending written notice
of your decision to opt-out to the following email: privacy@itworksglobal.com. The
notice must be sent within thirty (30) days of registering to use the Service,
otherwise you shall be bound to arbitrate disputes in accordance with the terms
of those sections. If you opt-out of these arbitration provisions, we also
will not be bound by them.

f.Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section
2(b) do not apply, the parties agree that any litigation between them shall be
filed exclusively in state or federal courts located in Manatee County,
Florida, (except for small claims court actions which may be brought in the
county where you reside). The parties expressly consent to exclusive
jurisdiction in Florida for any litigation other than small claims court
actions.

g.Applicable Law. You agree that federal
laws and the laws of the State of Florida, without regard to principles of
conflict of laws, will govern these Terms of Use and any claim or dispute that
has arisen or may arise between you and It Works!.

Survival. This Section 2 will survive the termination of any or all of your
transactions with It Works!.

3.Privacy Policy. In connection with your use of the Service,
please review our Privacy Policy, located at http://www.itworks.com/Legal/Privacy/,
to understand how we use information we collect from you when you access, visit
or use the Service. The Privacy Policy is part of and is governed by these
Terms of Use and by agreeing to these Terms of Use, you agree to be bound by
the terms of the Privacy Policy and agree that we may use information collected
from you in accordance with its terms.

4. Affirmative Representations Regarding Your Use of the
Service. When you use the Service, you represent that: (a)
you are an It Works! distributor, associated with an It Works! distributor or
a customer of It Works! or one of its distributors; (b) you are 18 years
of age or older or you are of sufficient legal age or otherwise have legal
capacity to legally enter into these Terms of Use; (c) you will
comply with all laws, rules and regulations (for example, federal, state, local
and provincial) applicable to your use of the Service and your Contributions
(defined in Section 6 below), including but not limited to, copyright laws; and
(d) if you are using the Service on behalf of a legal entity, you
represent that you are authorized to enter into an agreement on behalf of that
legal entity.

5.Member Accounts and Registration

a.Member
Registration. You can visit and browse the Site without becoming a
registered member of the Service, but you will not be able to use the
interactive portion of the Service unless you are a registered member of the
Service. You can sign up to become a registered member of the Service by
completing the registration process at www.itworks.com. If
you sign up to become a registered member of the Service, you agree: (i) to
provide true, accurate, current and complete information about yourself as
prompted by the Service’s registration form (the “Registration Data”); (ii) to
maintain and promptly update the Registration Data to keep it true, accurate,
current and complete; and (iii) that you will comply with
the rules governing Contributions in Section 6 below. It Works!
prohibits the creation of, and you agree that you will not create an account
for anyone, other than yourself.

b.Member Accounts. You will be required to
create a user I.D. and password that will be associated with your member
account. You may only create one user I.D. that will be associated with your member
account. You may not: (i) select or use as a user I.D. a name of
another person with the intent to impersonate that person; (ii)
use as a user I.D. a name subject to any rights of a person other than you
without appropriate authorization; or (iii) use as a user I.D. a name that is
otherwise offensive, vulgar or obscene. We reserve the right to refuse
registration of, or to cancel, a user I.D., in our sole discretion. You will
be responsible for maintaining the confidentiality of your user I.D. and password
and you are responsible for any activity that occurs through your
account and you agree you will not sell, transfer, license or assign your
account, followers, username, or any account rights without the express written
permission of It Works!. As part of your member account, you will be
able to Download app(s), sign up as a Distributor, and sign up as a customer.

6.Rules Governing User Contributions;
Prohibited Activities.

a.User Contributions. If you are a member
of the Service and you are logged in to your member account, you may be able to
submit comments and content to the Service (collectively, “Contributions”). You
are entirely responsible for the content of, and any harm resulting from, any
Contributions that you post on or through the Service. When you create or make
available a Contribution on or through the Service, you represent and warrant
that you:

i.own or have sufficient rights to post your Contributions on or through
the Service;

ii.the posting and use of your Contributions on or through the Service
does not violate, misappropriate or infringe on the rights of any third party,
including, without limitation, privacy rights, publicity rights, copyrights,
trademark and/or other intellectual property rights;

iii.have fully complied with any third-party licenses relating to
Contributions and shall pay all royalties, fees and any other monies required
to be paid in connection with Contributions that you post on or through the
Service;

v.will not post Contributions that contain advertisements or solicit any
person to buy or sell products or services; and

vi.will not post Contributions that constitute, contain, install or
attempt to install or promote spyware, malware or other computer code, whether
on our or others’ computers or equipment, designated to enable you or others to
gather information about or monitor the on-line or other activities of another
party.

b.Prohibited Activities. In addition to the
obligations described in Section 6(a), you agree that in connection with your
use of the Service, you will not:

i.change, modify, adapt or alter the Service or change, modify or alter
another website so as to falsely imply that it is associated with the Service
or It Works!;

ii.use the Service for any unauthorized purpose including collecting
usernames and/or email addresses of other users by electronic or other means
for the purpose of sending unsolicited email or other electronic
communications, or engaging in unauthorized framing of, or linking to, the
Service without our express written consent;

iii.transmit chain letters, bulk or junk email or interfere with, disrupt,
or create an undue burden on the Service or the networks or services connected
to the Service, including without limitation, hacking into the Service, or
using the system to send unsolicited or commercial emails, bulletins, comments
or other communications;

iv.impersonate any other person or entity, sell or let others use your
profile or password, provide false or misleading identification or address
information, or invade the privacy, or violate the personal or proprietary right,
of any person or entity;

v.post advertisements or solicitations for jobs or employment on the
Service, or otherwise use the Service to hire any person to perform work,
including, without limitation, posting advertisements;

vi.decompile, disassemble, modify, translate, adapt, reverse engineer,
create derivative works from or sublicense the Service, or any portion thereof;

vii.circumvent, disable or otherwise interfere with security related
features of the Service or features that prevent or restrict use or copying of
any Materials (as defined in Section 8) or enforce limitations on use of the
Service or the Materials on the Service;

viii.interfere or disrupt the Service or servers or
networks connected to the Service, including by transmitting any worms, viruses,
spyware, malware or any other code of a destructive or disruptive nature. You
may not inject content or code or otherwise alter or interfere with the way any
It Works! page is rendered or displayed in a user's browser or device;

ix.create accounts with the Service through unauthorized means, including
but not limited to, by using an automated device, script, bot, spider, crawler
or scraper; or

x.attempt to restrict another user from using or enjoying the Service or
encourage or facilitate violations of these Terms of Use or any other It Works!
terms.

7.Rights in Contributions

a.Ownership of Contributions. We do not
claim any ownership rights in the Contributions that you post on or through the
Service. After posting your Contributions on the Service, you continue to
retain any rights you may have in your Contributions, including any
intellectual property rights or other proprietary rights associated with your
Contributions, subject to the license you grant to us below.

b.Grant of License to Us for Contributions.
By making a Contribution to the Service, you grant us a perpetual, non-exclusive
(meaning you are free to license your Contribution to anyone else in addition
to us), fully-paid, royalty-free (meaning that we are not required to pay you
to use your Contribution), sublicensable (so that we can use affiliates,
subcontractors and other partners such as wireless carriers and hosted service
providers to make the Service available to you) and worldwide (because the
Internet is global in reach) license to use, modify, create derivative works
of, publicly perform, publicly display, reproduce, disseminate, market and
distribute the Contribution in connection with the Service, our business, or
the promotion of the Service or our business in any media formats and through
any media channels now known or subsequently created. By granting us this
license to your Contributions, you are giving us permission to modify, edit,
revise and rearrange in our discretion any personal stories that you may submit
to us through the Service. Except as otherwise described in the Service's
Privacy Policy, available at http://www.itworks.com/Legal/Privacy/, as between
you and It Works!, none of your Contributions will be subject to any obligation
of confidence on the part of It Works!, and It Works! will not be liable for
any use or disclosure of any Contributions you provide.

8.Our Intellectual Property Rights. Except for your Contributions and the Contributions of other users of
the Service, all of the content on the Service (“Materials”) and the
trademarks, service marks, and logos contained on the Service, are owned by or
licensed to us and are subject to copyright and other intellectual property
rights under United States and foreign laws and international conventions. The
Service and the Materials are for your information and personal use only and
not for commercial exploitation and you will not reproduce, modify, adapt,
prepare derivative works based on, perform, display, publish, distribute,
transmit, broadcast, sell, license or otherwise exploit the Materials. We
reserve all rights in and to the Service and the Materials. If you download or
print a copy of the Materials for your own personal use, you must retain all
trademark, copyright and other proprietary notices contained in and on the
Materials.

9.Our Management of the Service; User
Misconduct

a.Our Right to Manage the Service. We
reserve the right, but do not undertake the obligation to: (i) monitor or
review the Service for violations of these Terms of Use and for compliance with
our policies; (ii) report to law enforcement authorities and/or take legal
action against anyone who violates these Terms of Use; (iii) refuse, restrict
access to or the availability of, or remove, delete, edit or disable (to the
extent technologically feasible) any Contribution or any portion thereof; (iv)
manage the Service in a manner designed to protect our and third parties’
rights and property or to facilitate the proper functioning of the Service; (v)
screen our users or members, or attempt to verify the statements of our users
or members and/or (vi) monitor disputes between you and other users or to
terminate or block you and other users for violating these Terms of Use.

b.Interactions with other Users. You are
solely responsible for your interactions with other users of the Service.
Please note that there are risks that may arise when dealing with strangers,
including persons who may be acting under false pretenses. Please choose
carefully the information you post on the Service and that you give to other
users of the Service. You are discouraged from publicly posting your telephone
number or street address on the Service. Information posted to the Service by
other users of the Service may be offensive, harmful or inaccurate, and in some
cases may be mislabeled or deceptively labeled. You assume all risks associated
with dealing with other users with whom you come in contact through the
Service. Opinions and other statements included in users’ Contributions do not
represent the opinions or statements of It Works! and the posting of a
Contribution on the Service does not constitute It Works’! support or
endorsement of any opinions or statements expressed in the applicable
Contribution.

c.Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT
NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE Service TO ANY PERSON FOR
ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF
ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF Use, OR OF
ANY APPLICABLE LAW OR REGULATION.

10.Third Party Sites. The Service may
contain links to websites operated by third parties (“Third Party Sites”). For
example, you can access our Facebook, Twitter and YouTube pages through links
on the Service, and you may be able to share Contributions or
other information with Third Party Sites through links on the Service; however,
we do not own or operate the Third Party Sites, and we have not reviewed, and
cannot review, all of the material, including goods or services, made available
through Third Party Sites. The availability of these links on the Service does
not represent, warrant or imply that we endorse any Third Party Sites or any
materials, opinions, goods or services available on them. Third party materials
accessed through or used by means of the Third Party Sites may also be
protected by copyright and other intellectual property laws. These Terms of USE DO NOT APPLY TO THIRD PARTY
SITES. BEFORE VISITING A THIRD PARTY SITE through links or other MEANS provided on or
through the SERVICE, you
SHOULD REVIEW THE THIRD PARTY SITE’S TERMS AND CONDITIONS and PRIVACY POLICY,
AND INFORM yourself OF THE REGULATIONS, POLICIES AND PRACTICES OF THESE THIRD
PARTY SITES.

11.Availability of the Service; Backup of
Contributions. You will be solely responsible for (a)
obtaining all equipment necessary for your own Internet connection, including
computer and modem, or smart phone; (b) obtaining access to the Internet, and
(c) paying any fees related with such connection. Although it is It Works!'
intention for the Service to be available as much as possible, there will be
occasions when the Service may be interrupted, including, without limitation,
for scheduled maintenance or upgrades, for emergency repairs, or due to failure
of telecommunications links and/or equipment. Also, It Works! reserves the
right to remove any Contributions from the Service for any reason, without
prior notice. Contributions removed from the Service may continue to be stored
by It Works!, including, without limitation, in order to comply with certain
legal obligations, but may not be retrievable without a valid court order.
Consequently, It Works! encourages you to maintain your own backup of your
Contributions. In other words, It Works! is not a backup service and you agree
that you will not rely on the Service for the purposes of Contribution backup
or storage. It Works! will not be liable to you for any modification,
suspension, or discontinuation of the Service, or the loss of any Contribution.
You also acknowledge that the Internet may be subject to breaches of security
and that the submission of Contribution or other information may not be secure.

12.Warranty Disclaimer; Limitation on Liability

a.Disclaimer of Warranties

i.TO THE EXTENT PERMITTED BY LAW, THE
SERVICE, INCLUDING, WITHOUT LIMITATION, all Materials, IS PROVIDED ON AN
"AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS"
BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER IT WORKS! NOR ITS
PARENT COMPANY, AFFILIATES OR SUBSIDIARIES NOR ANY OF THEIR EMPLOYEES,
MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "IT WORKS! PARTIES")
MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER,
EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE Materials; (C) USER contributions;
OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO IT WORKS! OR
VIA THE SERVICE. IN ADDITION, THE IT WORKS! PARTIES HEREBY DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,
CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER
VIRUS.

ii.TO THE EXTENT PERMITTED BY LAW, THE IT WORKS! PARTIES DO NOT REPRESENT
OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS
WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE
AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION,
VIRUSES. THE IT WORKS! PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE,
COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR
SOLE RISK. THE IT WORKS! PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS
LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE IT WORKS! PARTIES SPECIFICALLY
DISCLAIM SUCH WARRANTIES.

iii.PRODUCT SPECIFICATIONS AND OTHER INFORMATION HAVE EITHER BEEN PROVIDED
BY IT WORKS! VENDORS OR COLLECTED FROM PUBLICLY AVAILABLE SOURCES. WHILE IT
WORKS! MAKES EVERY EFFORT TO ENSURE THAT THE INFORMATION IN THE SERVICE IS
ACCURATE, IT CAN MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR
RELIABILITY OF ANY INFORMATION PROVIDED IN THE SERVICE. IT WORKS! MAKES NO
WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH REGARD TO ANY PRODUCT PROVIDED OR
OFFERED BY IT WORKS! THROUGH ITS VENDORS, AND YOU ACKNOWLEDGE THAT ANY RELIANCE
ON REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE DESCRIBED ABOVE SHALL BE AT
YOUR OWN RISK.

b.Limitation of Liability

i.TO THE EXTENT PERMITTED BY LAW, UNDER
NO CIRCUMSTANCES WILL THE IT WORKS! PARTIES BE LIABLE TO YOU FOR ANY LOSS OR
DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT,
ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR
DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE
Materials; (C) USER Contributions; (D) YOUR USE OF, INABILITY TO USE, OR THE
PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN
INVESTIGATION BY THE IT WORKS! PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING
YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN
CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS
OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER,
MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION,
DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD,
ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS
OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR
MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE IT WORKS! PARTIES HAVE BEEN
ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN
AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT
LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD,
TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO
EVENT WILL THE IT WORKS! PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS,
DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. IN
NO EVENT WILL THE IT WORKS! PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES,
LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
for new jersey residents, the limitation on liability is inapplicable where
attorneys’ fees, court costs, or other damages are mandated by statute.

ii.TO THE EXTENT PERMITTED BY LAW, YOU
AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE
OUT OF IT WORKS!' ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT
IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY
EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED
OR CONTROLLED BY THE IT WORKS! PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN
OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION
OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT
OWNED OR CONTROLLED BY THE IT WORKS! PARTIES.

iii.BY ACCESSING THE SERVICE, YOU
UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT
THIS TIME UNKNOWN OR UNSUSPECTED.

13.Indemnification. To
the extent permitted by law, you (and also any third party for whom you operate
an account or activity on the Service) agree to defend (at It Works!' request),
indemnify and hold the It Works! Parties harmless from and against any claims,
liabilities, damages, losses, and expenses, including without limitation,
reasonable attorney's fees and costs, arising out of any of the following
(including as a result of your direct activities on the Service or those conducted
on your behalf): (i) your Contributions when used by It Works! as permitted
hereunder; (ii) your breach or alleged breach of these Terms of Use; (iii) your
violation of any third-party right, including without limitation, any
intellectual property right, publicity, confidentiality, property or privacy
right; (iv) your violation of any laws, rules, regulations, codes, statutes,
ordinances or orders of any governmental and quasi-governmental authorities,
including, without limitation, all regulatory, administrative and legislative
authorities; or (v) any misrepresentation made by you. You will cooperate as
fully required by It Works! in the defense of any claim. It Works! reserves the
right to assume the exclusive defense and control of any matter subject to
indemnification by you, and you will not in any event settle any claim without
the prior written consent of It Works!. You (and also any third party for whom
you operate an account or activity on the Service) will not be required to
indemnify and hold the It Works! Parties harmless from and against any claims,
liabilities, damages, losses, or expenses resulting from It Works!’s
own negligent conduct.

14.Severability; Waiver. If any provision of these Terms of Use is held to be unlawful, void, or
for any reason unenforceable during arbitration or by a court of competent
jurisdiction, then that provision will be deemed severable from these Terms of
Use and will not affect the validity and enforceability of any remaining
provisions. It Works!' failure to insist upon or enforce strict performance of
any provision of these Terms will not be construed as a waiver of any provision
or right. No waiver of any of these Terms will be deemed a further or
continuing waiver of such term or condition or any other term or condition.

15.Entire Agreement.
These Terms of Use constitute the entire agreement between you and It Works!
and governs your use of the Service, superseding any prior agreements between
you and It Works!.

16.Assignment. You
will not assign the Terms of Use or assign any rights or delegate any
obligations hereunder, in whole or in part, whether voluntarily or by operation
of law, without the prior written consent of It Works!. Any purported
assignment or delegation by you without the appropriate prior written consent
of It Works! will be null and void. It Works! may assign these Terms of Use or
any rights hereunder without your consent.

17.Modification.
Neither the course of conduct between the parties nor trade practice will act
to modify the Terms of Use. If any of our employees offers to modify the
terms of these Terms of Use, he or she is not acting as an agent for us or
speaking on our behalf. You may not rely, and should not act in reliance on,
any statement or communication from our employees or anyone else purporting to
act on our behalf.

18.Third Party Rights.
These Terms of Use do not confer any third-party beneficiary rights.

19.Contact Information. If you have any questions about
these Terms of Use or your account, you may contact us at: